What changed in this filing

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Item 9A. Controls and Procedures

2025-03-28 compared with 2024-04-01 · 423 added, 462 removed, 246 unchanged (78% of the section changed)

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in Internal Control over Financial Reporting

were no changes in our internal control over financial reporting during the year ended December 31, 2022, that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

were no changes in our internal control over financial reporting during the three months ended December 31, 2024, that have materially affected,

or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

to Limited Waiver, Deferral, and Amendment and Restatement Agreement dated February 12, 2024

February 12, 2024, Reed’s entered into a Limited Waiver, Deferral, and Amendment and Restatement Agreement (the “Waiver and

Amendment”) with each holder of the Notes payable to Whitebox (see Note 7).

Subject to the Waiver and Amendment, the holders agreed

to temporarily waive certain events of default under the Notes, including the failure to pay Excess ABL Amounts and the failure to pay

amortization payments due December 1, 2023 to April 30, 2024, and to waive the maturity date of the Option Notes originally due through

November 28, 2023, to April 30, 2024.

addition, as of the date of these financial statements, the Company and Whitebox have tentatively agreed to amend and restate the Notes

in full to provide, among other things, the following:

conversion price of the Original Notes will be amended to be between 125% and 145% of the effective price of the company’s

subsequent equity offering, with the premium set based on the aggregate gross proceeds realized by the company in the offering and

the conversion price subject to a cap of $7.50 per share.

portion of the outstanding ABL accrued fees will be satisfied through payment of $132 in cash and the issuance of shares of the company’s

common stock (up to the beneficial ownership limitation applicable to each holder) at a value per share equal to the lesser of $1.50

or the per share price of securities issued in the company’s subsequent equity offering.

The remaining balance of any outstanding

accrued ABL fees will be added to the principal amount of the Notes.

The $132 has not been paid nor any shares issued as of the date

of these financial statements

maturity date of the Option Notes will be amended to March 31, 2025.

conversion price of the Option Notes will be amended to 120% of the arithmetic average of the Daily VWAP for the five (5) VWAP Trading

Days beginning on, and including, the VWAP Trading Day immediately following the consummation of an equity offering undertaken for

purposes of satisfying the terms and conditions of the Waiver and Amendment.

Option Notes shall bear interest at a rate of 10% per annum, with 5% per annum payable in cash and 5% per annum payable “in

kind” by adding such PIK interest to the unpaid principal amount.

company shall have the right at any time prior to the date that is the 180 th day from the effective date to prepay the

amended and restated Option Notes, in whole or in part, at a price equal to 102% of the principal amount plus all accrued and unpaid

interest thereon to the date of prepayment.

March 7, 2023, John J.

Bello funded $300,000 to Reed’s through a Simple Agreements for Future Equity (“SAFE”) investment.

The SAFE investment convert into the next equity financing of Reed’s on the same terms and conditions as investors in Reed’s

next equity financing, subject to certain limitations and conditions.

The SAFE has not been registered under the Securities Act of 1933,

as amended (the “Securities Act”) and instead was offered pursuant to the exemption provided in Section 4(a)(2) under the

Securities Act on the basis that there was no public offering.

Trading Arrangements

the 16 weeks ended December 30, 2023, none of our directors or executive officers adopted, modified or terminated a “Rule 10b5-1

trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation

the 16 weeks ended December 31, 2024, none of our directors or executive officers adopted ,

or t erminated

a “Rule 10b5-1 trading arrangement”

or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Financial Officer, Secretary

Accounting Officer

Commercial Officer

Chairman of Governance Committee, Member of Audit and Compensation Committee

Chairman of the Audit Committee

Imbrogno, Jr.

Director, Chairman of Compensation Committee and member of Audit Committee and Governance Committee

Vice Chairman of Board and Chairman of Asian Operations

Executive Officer, Director of Reed’s (Asia) Limited (BVI)

of the Board, Chairperson of Asian Operations, Chair of the Compensation Committee

Chair of Governance Committee, Member of Audit and Compensation Committees

Chair of the Audit Committee, Member of Governance and Compensation Committees

Member of Audit, Compensation and Governance Committees

Jaffe submitted his resignation from the

Board, which will be effective March 31, 2025.

Experience of Directors and Executive Officers

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from the State University of New York at Albany.

Tinnelly was appointed Chief Financial Officer effective October 19, 2023.

She previously served as Interim Chief Financial Officer

of Reed’s, from March 31, 2023 through October 18, 2023 and from November 22, 2019, through December 1, 2019.

She has over 30 years

of finance and accounting experience in global public and private equity company environments.

She is a Certified Public Accountant and

has served as Vice President and Corporate Controller of Reed’s since July 2018.

Prior to joining Reed’s, from May 2014 to

May 2017, she served as Assistant Controller of Steel Excel, Inc., a subsidiary of Steel Partners Holdings, a global diversified holding

McCurdy was appointed

as Chief Financial Officer effective February 10, 2025.

Prior to joining Reed’s, from December 2023 to January 2025, Mr.

served as Director for Roberts & Ryan, Inc., a veteran-owned investment bank.

Previously, he served as Chief Financial Officer and

Chief Operating Officer for three early-stage growth companies:

REZI from November 2019 to May 2023;

Torrential from January 2013 to

February 2019;

and BBE from March 2006 to December 2012.

He also has significant corporate finance and strategic advisory experience

serving as Principal for Banc of America Securities’ investment banking division.

McCurdy started his career as a Lieutenant

in the US Navy.

He holds a Master of Business Administration in Accounting and Finance from the University of Chicago Booth School of

Business and a Bachelor of Science in Mechanical Engineering from Worcester Polytechnic Institute.

Joann Tinnelly

was appointed Chief Accounting Officer effective February 10, 2025.

She previously served as Chief Financial Officer from October

19, 2023 through February 10, 2025, and as Interim Chief Financial Officer of Reed’s, from March 31, 2023 through October 18, 2023

and from November 22, 2019, through December 1, 2019.

She has over 30 years of finance and accounting experience in global public and

private equity company environments.

She is a Certified Public Accountant and has served as Vice President and Corporate Controller of

Reed’s since July 2018.

Prior to joining Reed’s, from May 2014 to May 2017, she served as Assistant Controller of Steel Excel,

Inc., a subsidiary of Steel Partners Holdings, a global diversified holding company.

Prior to 2014, Ms.

Tinnelly served as Vice President Financial Planning & Analysis and as Assistant Corporate Controller

at USI Insurance Services, Assistant Vice President of Royal Bank of Scotland (RBS) Group, multiple financial roles at Momentive Performance

Materials and General Electric and financial auditing at PriceWaterhouseCoopers.

Tinnelly holds a Master of Business Administration

in Finance and a Bachelor of Business Administration in Public Accounting both from Pace University.

Tinnelly served as Vice President

Financial Planning & Analysis and as Assistant Corporate Controller at USI Insurance Services, Assistant Vice President of Royal

Bank of Scotland (RBS) Group, multiple financial roles at Momentive Performance Materials and General Electric and financial auditing

at PriceWaterhouseCoopers.

Tinnelly holds a Master of Business Administration in Finance and a Bachelor of Business Administration

in Public Accounting both from Pace University.

Burleson was appointed Chief Commercial Officer effective February 1, 2023.

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Burleson also served as a director of Fever Tree USA.

Bello is Reed’s Chairman and sales and marketing expert.

Since 2001, Mr.

Bello has been the Managing Director of JoNa

Ventures, a family venture fund.

From 2004 to 2012 Mr.

Bello also served as Principal and General Partner at Sherbrooke Capital, a venture

capital group dedicated to investing in leading, early-stage health and wellness companies.

Bello is the founder and former CEO of

South Beach Beverage Company, the maker of nutritionally enhanced teas and juices marketed under the brand name SoBe.

The company was

sold to PepsiCo in 2001 for $370 million and in the same year Ernst and Young named Mr.

Bello National Entrepreneur of the Year in the

consumer products category for his work with SoBe.

Before founding SoBe, Mr.

Bello spent fourteen years at National Football League Properties,

the marketing arm of the NFL and served as its President from 1986 to 1993.

As the President, Mr.

Bello has been credited for building

NFL Properties into a sports marketing leader and creating the model by which every major sports league now operates.

Prior to working

for the NFL, Mr.

Bello served in marketing and strategic planning capacities at the Pepsi Cola Division of PepsiCo Inc.

and in product

management roles for General Foods Corporation on the Sanka and Maxwell House brands.

As a board chair, Mr.

Bello has also worked with

IZZE in brand building, marketing and strategic planning capacities.

That brand was also sold to PepsiCo.

Bello earned his BA from Tufts University, cum laude, and received his MBA from the Tuck School of business at Dartmouth College as an

Edward Tuck Scholar.

Bello is extensively involved in non-profit work and currently serves as a Tufts University Trustee and advisory

board member (athletics) and the Veteran Heritage Project in Scottsdale, Arizona.

Bello also serves on the board of Rockford Fosgate,

a seller of OEM audio equipment, and is executive director of Eye Therapies which has licensed its technology to Bausch and Lomb, who

markets a redness reduction eye drop under the Lumify brand name.

Yumin Dai was appointed Chief Executive Officer of the Company’s newly formed

wholly owned subsidiary Reed’s (Asia) Limited (BVI) on February 4, 2025.

Prior, from 2020 to 2024, Mr.

Dai served as consultant

for the overseas business of Baolingbao Biology Co., Ltd, a Chinese A-share listed company.

Previously, he served in numerous executive

roles, including as Chairman of Greater China for OBAGI Group, a cosmeceuticals company, from 2017 to 2020.

Jaffe has served as a director since October 19, 2016, is Chairman of the Governance Committee and a member of the Audit and

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from the American College of Corporate Directors, a public company director education and credentialing program.

Jaffe is a graduate of the Stanford Business School Executive Program, holds a Bachelor of Science from LaSalle University and holds

a Master’s Professional Director Certification from the American College of Corporate Directors, a public company director education

and credentialing program.

Imbrogno, Jr.

has served as a director since August 7, 2019.

He served a 40-year tenure at PepsiCo, bringing extensive expertise

in beverage supply chain and management.

At PepsiCo he served in a variety of field operating assignments and staff positions including

the role of Senior Vice President of Worldwide Technical Operations.

In this role he was responsible for Pepsi-Cola’s worldwide

beverage quality, concentrate operations, research & development and contract manufacturing, reporting directly to the heads of Pepsi-Cola

North America and PepsiCo Beverages International.

Imbrogno’s retirement from PepsiCo, he has consulted for multiple

companies including PepsiCo.

Kosler was appointed as director effective July 1, 2022.

He has served as a mentor and strategic consultant through

his sole proprietorship, Kosler & Company since 2018.

Prior to his retirement, from 1982 through 2018, he was the founder and owner

of Kosler & Company, S.C., a boutique CPA and consulting firm.

From 2001 to 2018, he was also the founder and Managing Partner of

Brookhill Financial, LLC, an investment management firm focused on the retirement and investment accounts of clients of Kosler &

Company, S.C.

Kosler earned a B.B.A.

with a major in Accounting from the University of Wisconsin - Milwaukee in 1976.

was a licensed Certified Public Accountant for over 31 years, a Certified Valuation Analyst for over 16 years, a Registered Investment

Advisor Representative for over 21 years and accredited in business valuations by the AICPA for over 8 years.

Deng was appointed Vice Chairman of the Board and Chairman of Asian Operations on February 8, 2024.

Prior, she had served as

director since July 7, 2023.

Deng has been the sole shareholder and sole director of D&D Source of Life Holding Ltd.

the Company’s largest shareholder, since February 2023, D&D was the lead investor in Reed’s PIPE transaction which closed

on March 25, 2023.

As part of the PIPE transaction, the parties entered into a shareholders agreement dated May 25, 2023, pursuant to

which Reed’s agreed to support D&D’s nomination of up to two board designees, one of which shall be an independent director.

Shufen Deng is D&D’s non-independent designee.

From April 2017 through March 2021, she served as Chairman and General Manager

of Baolingbao Biology Co., Ltd.

(China), and she continues to serve as a member of its board of directors and its compensation committee

Prior, she served for seven years as a judge in China.

Sam Van was appointed to the board

effective October 21, 2024.

Van is the founder and Chief Executive Officer of SRO Partners.

Prior, from June 2023 through May 2024,

he served as Senior Vice President, Head of Advisory Services at Freedom U.S.

From March 2017 through May 2023, he was the President

and a Director of Deltec Investment Advisor Limited.

Van brings extensive expertise in capital markets, business development, and

regulatory compliance, having held leadership roles at the New York Stock Exchange, FINRA, and Global Markets Advisory Group, among others.

Van served as a director and member of audit and nominating committees of Phoenix Motor Inc.

PEV) from 2022 through 2024.

Van currently serves on the board of directors of Relm Insurance Ltd Relm Insurance, a private company based in the Bermuda.

serves as a Senior Board Advisor at RKtech, a prominent international software company in Vietnam.

Van holds an MBA from Cornell

University and a Bachelor of Science in Finance from St.

John’s University.

Van is an independent

director designee of D&D.

Deng has served as a director since July 7, 2023.

She was appointed Chairperson of the Board on November 1, 2024.

served as Vice Chairperson of the Board from February 8, 2024 through November 1, 2024.

She was also appointed Chairperson of Asian

Operations on February 8, 2024.

Deng was the sole shareholder of D&D Source of Life Holding Ltd.

the Company’s largest shareholder, from February 2023 through December 31, 2024.

Deng is D&D’s non-independent

From April 2017 through March 2021, Ms.

Deng served as Chairman and General Manager of Baolingbao Biology Co., Ltd.

(China), and she continues to serve as a member of its board of directors and as a member of its compensation committee.

served for seven years as a judge in China.

Lee Edwards was appointed to the board on December 12, 2023.

He is a corporate attorney with over 25 years of experience

practicing in New York and China.

He has advised Chinese, U.S., and European companies on a broad range of public and private

M&A transactions, including public mergers, stock and asset acquisitions and dispositions, venture capital and private equity

deals, as well as the establishment or dissolution of joint ventures.

He has served as a member of the supervisory board of

Whirlpool (China) Co.

(Shanghai, China) since March 2023.

Previously, he served as Of Counsel to Sherman & Sterling LLP

(Beijing, China), from January 2020 to March 2021.

Edwards was a partner at Sherman & Sterling, LLP from January 2001 to

December 2019.

Edwards is proficient in Mandarin and is a member of the State Bar of New York.

He is a corporate attorney with over 25 years of experience practicing

in New York and China.

He has advised Chinese, U.S., and European companies on a broad range of public and private M&A transactions,

including public mergers, stock and asset acquisitions and dispositions, venture capital and private equity deals, as well as the establishment

or dissolution of joint ventures.

He has served as a member of the supervisory board of Whirlpool (China) Co.

(Shanghai, China)

since March 2023.

Previously, he served as Of Counsel to Sherman & Sterling LLP (Beijing, China), from January 2020 to March 2021.

Edwards was a partner at Sherman & Sterling, LLP from January 2001 to December 2019.

Edwards is proficient in Mandarin and

is a member of the State Bar of New York.

Edwards holds a J.D.

Columbia University School of Law and a B.A from Columbia College.

from Columbia University School of Law and a B.A from Columbia College.

Edwards is D&D’s independent designee.

2014, Louis Imbrogno Jr.

served as Chief Executive Officer of Constar International, Inc.

for a six-month period during a bankruptcy

proceeding and subsequent sale in a court administered public auction.

He was not an executive officer of the Company prior to the initiation

of the bankruptcy proceedings.

as described above, to the best of our knowledge, none of our executive officers or directors are parties to any material proceedings

adverse to Reed’s, have any material interest adverse to Reed’s or have, during the past ten years been subject to legal

or regulatory proceedings required to be disclosed hereunder.

None of our executive

officers or directors are parties to any material proceedings adverse to Reed’s, have any material interest adverse to Reed’s

or have, during the past ten years been subject to legal or regulatory proceedings required to be disclosed hereunder.

Relationships

are no family relationships between any of our executive officers and directors.

Deng and Yumin Dai are spouses.

Otherwise, there are no family relationships between any of our executive officers and directors.

Committee of the Board

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under the additional requirements of Rule 10A-3(b)(1) under the Securities Exchange Act of 1934 (the “Exchange Act”).

board has determined Thomas W.

Kosler meets SEC requirements of an “audit committee financial expert” within the meaning

of the Sarbanes Oxley Act of 2002, Section 407(b).

In addition, the board determined that (i) none of the Audit Committee members have

participated in the preparation of the financial statements of the Company at any time during the past three years and (2) Audit Committee

members are able to read and understand fundamental financial statements.

Additionally, we intend to continue to have at least one member

of the Audit Committee whose experience or background results in the individual’s financial sophistication.

The Audit Committee

charter is posted on our website at www.reedsinc.com.

Chief Executive Officer and all senior financial officers, including the Chief Financial Officer and Interim Chief Financial Officer,

are bound by a Code of Ethics that complies with Item 406 of Regulation S-B of the Exchange Act.

Our Code of Ethics is posted on our

website www.drinkreeds.com at http://investor.reedsinc.com .

We will satisfy the disclosure requirement of Item 5.05 of Form 8-K (which requires disclosure on Form 8-K or the

Company website of certain waivers or amendments of the Company’s code of ethics) by posting information at this location on the

Company website.

board has determined Sam Van meets SEC requirements of an “audit committee financial expert” within the meaning of the Sarbanes

Oxley Act of 2002, Section 407(b).

In addition, the board determined that (i) none of the Audit Committee members have participated in

the preparation of the financial statements of the Company at any time during the past three years and (2) Audit Committee members are

able to read and understand fundamental financial statements.

Additionally, we intend to continue to have at least one member of the

Audit Committee whose experience or background results in the individual’s financial sophistication.

The Audit Committee charter

is posted on our website at www.reedsinc.com.

Chief Executive Officer and all senior financial officers, including the Chief Financial Officer, are bound by a Code of Ethics that

complies with Item 406 of Regulation S-B of the Exchange Act.

Our Code of Ethics is posted on our website www.drinkreeds.com at http://investor.reedsinc.com .

We will satisfy the disclosure requirement of Item 5.05 of Form 8-K (which requires disclosure on Form 8-K or the Company website of

certain waivers or amendments of the Company’s code of ethics) by posting information at this location on the Company website.

undertake to provide a copy of our Code of Ethics to anyone without charge.

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997-3337 Ext.

2 or (617) 956-6736

with Section 16(a) of the Exchange Act

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in ownership of our equity securities.

our knowledge, based solely upon a review of Forms 3 and 4 and amendments thereto furnished to Reed’s under 17 CFR 240.16a-3(e)

during our fiscal year ended December 31, 2023, the following individuals each filed one late Form 4 representing one transaction (unless

otherwise noted):

Bello, Joann Tinnelly, Christopher Burleson and Randle Lee Edwards each filed one late Form 3.

officers or directors filed Form 5.

To our knowledge,

based solely upon a review of Forms 3 and 4 and amendments thereto furnished to Reed’s under 17 CFR 240.16a-3(e) during our fiscal

year ended December 31, 2024, the following individuals each filed one late Form 4 representing one transaction (unless otherwise noted):

Bello (2 Forms), Shufen Deng, Joann Tinnelly, Norman E.

Snyder, Jr., and Christopher Burleson.

Jerry Lewin and Sam Van each filed

one late Form 3.

None of our officers or directors filed Form 5.

Director Nomination Procedures

have not been any material changes to the procedures by which stockholders may recommend nominees to our board of directors.

Trading Policy

has adopted an insider trading policy and procedures governing the purchase, sale and/or other dispositions of its securities by directors,

officers and employees that are reasonably designed to promote compliance with insider trading laws, rules and regulations and any applicable

listing standards.

on Timing of Equity Award Grants

Compensation Committee and the Board have not established written policies regarding the timing of option grants or other awards in relation

to the release of material nonpublic information (“MNPI”) They do however as a matter of practice take MNPI into account

when determining the timing and terms of stock option or other equity awards to executive officers.

The Company does not time

the disclosure of MNPI, whether positive or negative, for the purpose of affecting the value of executive compensation.

During 2024, the timing of grant of stock options did not trigger disclosures hereunder.

Executive Compensation

following table summarizes all compensation for fiscal years 2023 and 2022 earned by our “Named Executive Officers” during

the reported periods:

Name and Principal Position

Stock Awards (1)

All Other Compensation (2)

following table summarizes all compensation for fiscal years 2024 and 2023 earned by our “Named Executive Officers” during fiscal 2024:

and Principal Position

Other Compensation (2)

Chief Executive Officer

Former Chief Financial Officer

Neal Cohane(4)

Former Chief Sales Officer

Joann Tinnelly(3)

Chief Financial Officer

Financial Officer

Christopher Burleson

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Other compensation includes both cash payments and the estimated value of the use of Company assets.

Spisak resigned effective March 30, 2023.

Neal Cohane resigned effective July 1, 2023.

(5) Joann Tinnelly was appointed Interim Chief Financial Officer on March 31, 2023 and subsequently appointed permanent Chief Financial

Officer on October 19, 2023.

Snyder’s employment agreement expired on March 1, 2024.

Joann Tinnelly resigned from her position as Chief Financial Officer and assumed the role of Chief Accounting Officer on February 10,

2020, we entered into an amended and restated employment agreement with Norman E.

The term of the agreement continued through

March 1, 2024.

Under the agreement, Mr.

Snyder was eligible to receive a performance-based

cash bonus at a target amount of 50% of his base salary in effect.

He was also eligible to participate in Reed’s other benefit

plans available to its executive officers.

The agreement provided for acceleration of equity grants triggered by a “change of control”,

as defined in the agreement, and contained customary, non-competition, confidentiality, invention assignment and non-solicitation covenants.

Snyder was also entitled to six months’ severance benefits in the event of termination without cause by Reed’s or for

good reason by Mr.

Snyder, subject to execution of a release.

Snyder was eligible to receive a performance-based cash bonus at a target amount of 50% of his

base salary in effect.

He was also eligible to participate in Reed’s other benefit plans available to its executive officers.

agreement provided for acceleration of equity grants triggered by a “change of control”, as defined in the agreement, and

contained customary, non-competition, confidentiality, invention assignment and non-solicitation covenants.

Snyder was also entitled

to six months’ severance benefits in the event of termination without cause by Reed’s or for good reason by Mr.

Snyder, subject

to execution of a release.

The Company and Mr.

Snyder are in the process of reinstating his employment

Spisak’s at will employment agreement provided

for a performance-based cash bonus at a target amount of 30% of his base salary.

Spisak was also eligible to participate in Reed’s

other benefit plans available to its executive officers.

The agreement contained customary confidentiality, non-competition and invention

assignment covenants.

Spisak resigned from his position as Chief Financial Officer effective March 30, 2023.

Joann Tinnelly receives a salary of $305,000 and is eligible for an annual

performance bonus based on a target of 35% of her annual salary (to be determined by the Company in its sole discretion).

Christopher Burleson receives a salary of $315,000

and is eligible for an annual performance bonus based on a target of 35% of his annual salary (to be determined by the Company in its

sole discretion).

Snyder are in the process of renegotiating the terms of his employment.

current base salary is $378,525 per year.

Tinnelly receives a salary of $300,000 and is eligible for an annual performance bonus based on a target of 35% of her annual salary

(to be determined by the Company in its sole discretion).

Burleson receives a salary of $315,000 and is eligible for an annual performance bonus based on a target of 35% of his annual salary

(to be determined by the Company in its sole discretion).

of Employment/Retirement

of our Named Executive Officers have any arrangement that provides for retirement benefits, or benefits that will be paid primarily following

of our Named Executive Officers has a contract, agreement, plan or arrangement that is currently in effect, whether written or unwritten,

that provides for payment to him or her following, or in connection with resignation, retirement or other termination, or a change in

control of the Company or a change in the Named Executive Officer’s responsibilities following a change in control.

None of the Named Executive Officers for the 2024

fiscal year, as defined in this Item 11, has a contract, agreement, plan or arrangement that is currently in effect, whether written

or unwritten, that provides for payment to him or her following, or in connection with resignation, retirement or other termination,

or a change in control of the Company or a change in the Named Executive Officer’s responsibilities following a change in control.

Compensation Committee of the board retains discretion to determine the treatment of outstanding stock option awards in connection with

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outstanding as of December 31, 2024:

Name and Position

Options (#) Unexercisable

Equity Incentive Plan Awards:

Incentive Plan Awards:

Number of Securities

Number of Shares or Units of Stock That Have Not Vested (#)

Market Value of Shares or Units of Stock That Have Not Vested ($)

Equity Incentive Plan Awards:

of Shares or Units of Stock That Have Not Vested (#)

Value of Shares or Units of Stock That Have Not Vested ($)

Incentive Plan Awards:

Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)

Equity Incentive Plan Awards:

Incentive Plan Awards:

Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)

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Christopher J.

Burleson (Chief Commercial Officer)

Burleson (Chief

Commercial Officer)

following table summarizes the compensation paid to our non-employee directors for the year ended December 31, 2024:

Fees Earned or

Stock Awards (1)

Incentive Plan

Louis Imbrogno, Jr.

Shufeng Deng (2)

Earned or Paid in Cash

Incentive Plan Compensation

Shufen Deng (1)

Randle Lee Edwards

Bass served as a director until the Annual Stockholders’ Meeting on December 12, 2023, at which he did not stand for re-election.

Shufeng Deng was appointed to the board effective July 7, 2023.

On February 8, 2024, she was appointed as Vice Chairman

of the Board and Chairman of Asian Operations.

She elected to waive non-employee director compensation due to her position as the principal

and director designee of D&D Source of Life Holding, LTD.

Lee Edwards was appointed to the board effective December 12, 2023.

Zaltzman was appointed to the board effective March 22, 2022.

Zaltzman elected to waive non-employee director

compensation due to his position with the Union Square Entities.

He resigned his position on July 7, 2023 but continues as a board

Security Ownership of Certain Beneficial Owners, Management and Related Stockholder Matters

The following table sets forth certain information regarding our shares of common stock beneficially owned as of

March 19, 2024 for (i) each Named Executive Officer and director, and (ii) all Named Executive officers and directors as a group (iii)

each stockholder known to be the beneficial owner of 5% or more of our outstanding shares of common stock n .

A person is considered to

beneficially own any shares (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power or

(ii) of which such person has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options

or warrants or otherwise.

Unless otherwise indicated, voting and investment power relating to the shares shown in the table for our directors

and executive officers is exercised solely by the beneficial owner or shared by the owner and the owner’s spouse or children.

For purposes of this table, a person or group of

persons is deemed to have “beneficial ownership” of any shares of common stock that such person has the right to acquire

within 60 days of March 19, 2024.

For purposes of computing the percentage of outstanding shares of our common stock held by each person

or group of persons named above, any shares that such person or persons has the right to acquire within 60 days of March 19, 2024 is

deemed to be outstanding but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.

The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.

Except as otherwise

indicated below, the persons named in the table have sole voting and investment power with respect to all shares of common stock held

Unless otherwise indicated, the principal address of each listed executive officer and director is 201 Merritt 7 Corporate Park,

Norwalk, Connecticut 06851.

Named Beneficial Owner Directors and Named Executive Officers

Number of Shares

Louis Imbrogno, Jr.

Jerry Lewin (6)

Shufen Deng elected to waive

non-employee director compensation due to her position at the time as the principal and director designee of D&D Source of Life

Holding, Ltd.

Van was appointed to the board effective October 21, 2024.

Bello resigned from

the board effective October 28, 2024.

Louis Imbrogno, Jr.

from the board effective October 28, 2024.

Kosler resigned

from the board effective October 29, 2024.

Jerry Lewin’s tenure

was brief, from July 12, 2024 through August 2, 2024

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

following table sets forth certain information regarding our shares of common stock beneficially owned as of March 19, 2025 for (i) each

Named Executive Officer and director, and (ii) all Named Executive officers and directors as a group (iii) each stockholder known to

be the beneficial owner of 5% or more of our outstanding shares of common stock.

A person is considered to beneficially own any shares

(i) over which such person, directly or indirectly, exercises sole or shared voting or investment power or (ii) of which such person

has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options or warrants or otherwise.

Unless otherwise indicated, voting and investment power relating to the shares shown in the table for our directors and executive officers

is exercised solely by the beneficial owner or shared by the owner and the owner’s spouse or children.

purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock

that such person has the right to acquire within 60 days of March 19, 2025.

For purposes of computing the percentage of outstanding shares

of our common stock held by each person or group of persons named above, any shares that such person or persons has the right to acquire

within 60 days of March 19, 2025 is deemed to be outstanding but is not deemed to be outstanding for the purpose of computing the percentage

ownership of any other person.

The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial

Except as otherwise indicated below, the persons named in the table have sole voting and investment power with respect to

all shares of common stock held by them.

Unless otherwise indicated, the principal address of each listed executive officer and director

is 501 Merritt 7 Corporate Park, Norwalk, Connecticut 06851.

Beneficial Owner Directors and Named Executive Officers

Beneficially Owned

Percentage of

Shares Beneficially

Owned Prior to Conversion of SAFEs(1)

Percentage of Shares Beneficially Owned After Conversion of SAFEs (2)

Joann Tinnelly (3)

Chris Burleson (4)

Shufeng Deng (9)

Thomas W Kosler (6)

Louis Imbrogno (7)

Lewis Jaffe (5)

Directors and Named Executive Officers as a group (8 persons)

Randle Lee Edwards

Directors and Named Executive

Officers as a group (7 persons)

5% or greater stockholders

D&D Source of Life Holding LTD (9)

Union Square Entities (10)

Whitebox Entities (11)

Beneficial ownership is calculated pursuant to Section 13d-3 of the Securities Exchange Act of 1934, as amended, and includes shares

underlying derivative securities that are currently exercisable or convertible or may be exercised or converted within 60 days.

shares were outstanding as of March 19, 2024.

In accordance with Section 13d-3, the shares underlying derivative securities are added

to the denominator only for the holder of the derivative securities.

SAFE investments convert at lesser of price of next equity financing of $1.50.

Aggregate SAFE investments to date will convert into approximately

2,731,206 shares calculated based on $1.50 per share conversion price on closing of next equity financing, expected within 60 days.

this column, the aggregate amount of shares underlying all outstanding SAFEs has been added to the number of shares outstanding to illustrate

beneficial ownership post-conversion of the SAFE.

Includes shares underlying 97,240 warrants, 20 shares underlying stock options, and 200,000 shares underlying a SAFE.

Includes 37,605 shares underlying options and 2,856 shares underlying warrants.

Includes 14,863 shares underlying options.

Includes 3,572 shares underlying warrants.

Includes 1,600 shares underlying options and 2,671 shares underlying warrants.

Includes 1,000 shares underlying options.

Deng has voting and dispositive control over shares held by D&D Source of Life Holdings.

Includes 145,828 underlying warrants

and 2,000,000 shares underlying SAFE.

address is 26 Harbour Road, Wanchai, Rooms 3006-07, China Resources Building.

Includes 145,828 Shares issuable upon exercise of warrants and estimated 531,205 underlying SAFE investment.

Square Entities” are Union Square Park Partners, LP (the “ USPP Fund ”), Union Square Park Capital Management,

LLC (“ USPCM ”), Union Square Park GP, LLC (“ USPGP ”) and Leon M.

Zaltzman, an individual.

serves as the investment manager to the USPP Fund and as such may be deemed to have voting and investment power over the securities held

by the USPP Fund.

USPGP serves as the general partner of the USPP Fund and as such may be deemed to have voting and investment power

over the securities held by the USPP Fund.

Zaltzman is the managing member of each of USPCM and USPGP and has voting and dispositive

control over shares held by the Union Square Entities.

Includes approximately 172,032 shares of common stock that WA and WGP have the right to acquire upon conversion of Notes, subject to

the Blocker (defined below), which amount has been added to the shares of common stock outstanding in accordance with Rule 13d-3(d)(1)(i)

under the Act for calculation of percentage.

Whitebox Entities are:

Whitebox Advisors LLC, a Delaware limited liability company (“WA”);

Whitebox General Partner LLC, a Delaware limited liability company (“WGP”);

and Whitebox Multi-Strategy Partners, a Cayman

Islands exempted limited partnership (“WMP”).

Each of WA and WGP is deemed to be the beneficial owner of approximately 429,775

shares of Common Stock, as a result of WA’s clients’ ownership of (i) 257,743 shares of Common Stock and (ii) $15,098,532.77

of the Issuer’s Secured Convertible Promissory Notes (“Notes”), which are convertible into shares of Common Stock based

on the initial conversion rate of approximately 0.08306 shares of Common Stock per one dollar ($1) principal amount of Notes, but subject

to the Blocker (as defined herein).

The Notes are subject to a blocker which prevents the holder from converting the Notes to the extent

that, upon such conversion, the holder would beneficially own in excess of 9.9% of the shares of Common Stock outstanding as a result

of the conversion (the “Blocker”).

WMP may be deemed to be the beneficial owner of approximately 248,312 shares of Common

Stock, as a result of its ownership of 148,916 shares of Common Stock and $8,723,597.02 of the Notes and subject to the Blocker as applied

to the aggregate number of Notes held by WA’s clients and then applied pro rata to the Notes held directly by WMP.

of the business office of WMP is:

Mourant Governance Services (Cayman) Limited.

94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman,

KY1-1108, Cayman Islands.

D&D Source of Life Holding

LTD / Era Regenerative Medicine (6)

(1) Based on 45,371,247

shares outstanding as of March 19, 2025.

(2) Includes 64,052

shares underlying options and 2,856 shares underlying warrants.

(3) Includes 27,926

shares underlying options.

(4) Includes 5,208

shares underlying options.

(5) Includes 1,000

shares underlying options and 5,859 RSAs awarded as board compensation.

(6) Era Regenerative

Medicine Ltd.

is the sole shareholder of D&D Source of Life Holding Ltd and Qi Meng, sole principal of Era Regenerative Medicine

exercises sole voting and dispositive and dispositive control over the shares of the Company’s common stock held indirectly

Authorized for Issuance under Equity Compensation Plans

of December 31, 2023, our Amended and Restated 2020 Plan was in effect.

Our Second Amended and Restated 2017 Incentive Compensation Plan

was discontinued, although outstanding awards granted per its terms remain in effect.

As of December 31, 2024, our 2024 Inducement Plan and our Amended and Restated

2020 Plan were in effect.

Our Second Amended and Restated 2017 Incentive Compensation Plan was discontinued, although outstanding awards

granted per its terms remain in effect.

following table provides information, as of December 31, 2024, with respect to equity securities authorized for issuance under our equity

compensation plans:

Number of Securities to be Issued Upon Exercise of Outstanding Options,

Number of Securities

to be Issued Upon Exercise of Outstanding Options,

Warrants and Rights

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Warrants and Rights

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities

Plan Category

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

Number of Securities

Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities

Equity compensation

plans approved board of directors

Equity compensation plans

not approved board of directors

Certain Relationships and Related Transactions, and Director Independence

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members), each of whom we refer to as a “related person,” in which such related person has a direct or indirect material

a related person proposes to enter into such a transaction, arrangement or relationship, defined as a “related party transaction,”

the related party must report the proposed related party transaction to our Chief Financial Officer.

The policy calls for the proposed

related party transaction to be reviewed and, if deemed appropriate, approved by the Governance Committee.

Our Governance Committee is

comprised of Lewis Jaffe and Louis Imbrogno, Jr.

Jaffe serves as Chairman.

The board of directors has determined both of the members

of the Governance Committee are independent under the rules of the Nasdaq Stock Market, LLC.

If practicable, the reporting, review and

approval will occur prior to entry into the transaction.

If advance review and approval is not practicable, the Governance Committee

will review, and, in its discretion, may ratify the related party transaction.

Any related party transactions that are ongoing in nature

will be reviewed annually at a minimum..

Audit Committee comprised of our three independent directors reviews and approves in advance any proposed related person transactions.

purposes of these procedures, “related person” and “transaction” have the meanings contained in Item 404 of Regulation

The individuals and entities that are considered “related persons” include:

Directors and executive officers of Reed’s;

Any person known to be the beneficial owner of five percent or more of Reed’s common stock (a “5% Stockholder”);

Any immediate family member, as defined in Item 404(a) of Regulation S-K, of a director, executive officer or 5% Stockholder.

assessing a related party transaction brought before it for approval the independent directors consider, among other factors it deems

appropriate, whether the related party transaction is on terms no less favorable than terms generally available to an unaffiliated third-party

under the same or similar circumstances and the extent of the related person’s interest in the transaction.

The independent directors

may then approve or disapprove the transaction in its discretion.

related party transaction will be disclosed in the applicable SEC filing as required by the rules of the SEC.

There are no transactions

required to be reported under Item 404(b) of Regulation S-K since the beginning of our last fiscal year where the policies and procedures

did not require review, approval or ratification or were not followed.

following includes a summary of transactions since the beginning of fiscal 2024 or any currently proposed transaction, in which we were

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available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.

Bello is the Chairman of the board of directors and significant stockholder of Reed’s, beneficially

owning approximately 13% of Reed’s outstanding common stock .In March 2023 he funded $300,000 to Reed’s through a Simple Agreements

for Future Equity (“SAFE”) investment.

The SAFE investment convert into the next equity financing of Reed’s on the same

terms and conditions as investors in Reed’s next equity financing, subject to certain limitations and conditions.

Zaltzman and the Union Square Entities

Zaltzman served as a director on Reed’s board of directors from March 21, 2022 through July 7, 2023.

Since his resignation,

he is a board observer as a representative of the Union Square Entities.

Zaltzman is the founder and managing member of Union Square Park Capital Management, LLC (“USPCM”), an SEC Registered Investment

Adviser firm and is also the managing member of Union Square Park GP (“USPGP”).

USPCM and USPGP serve as the investment manager

and general partner to Union Square Park Partners, LP (“USPP Fund”), respectively.

Foregoing entities hereinafter collectively

referred to as the “Union Square Entities”.

The Union Square Entities are a significant stockholder of Reed’s and beneficially

own approximately 18% of Reed’s issued and outstanding common stock.

On February 8, 2024, Union Square Park Partners LP

funded $798,808 to Reed’s through the SAFE investment.

Source of Life Holding LTD

Source of Life Holding LTD (“D&D”) is a significant stockholder of Reed’s and beneficially owns approximately 47% of Reed’s outstanding common stock.

As part of D&D ‘s initial investment in Reed’s, D&D was given a

preemptive right to purchase its pro-rata share, based on the ratio of its ownership of shares of common stock in the Company

to all of the outstanding shares of common stock in the Company, of any investment in the equity securities or equity-linked securities

of the Company.

Further, the board of directors agreed to support D&D’s nomination of two board designees, one of which must be

independent director.

Shufen Deng, the sole owner of D&D, is D&D’s director designee and Randle Lee Edwards is D&D’s

independent designee.

February 8, 2024, D&D funded $3,000,000 in the SAFE investment.

part of its SAFE investment, D&D was given the right to designate a second independent director nominee to the board of

directors of Reed’s, and Reed’s agreed to limit the size of its board of directors to a maximum of nine (9) for so long

as D&D owns 25% or more of the equity securities of Reed’s.

Further, the parties agreed that Mrs.

Deng would be appointed

Vice Chairman of the Board and Chairman of Asian Operations.

He appointment was effective February 8, 2024.

As of the date of this Annual Report, our board has seven directors and the following three standing committees:

an Audit Committee, a

Compensation Committee and a Governance Committee.

The board, upon recommendation from the Compensation Committee, determined each of

Lewis Jaffe, Thomas W.

Kosler, Louis Imbrogno, Jr.

and Randle Lee Edwards is an “independent director” as defined by Rule 5605(a)(2)

of The NASDAQ Stock Market Rules (the “NASDAQ Rules”).

Independence of board members is re-evaluated by the board annually.

We intend to maintain at least a majority of independent directors on our board in the future.

Principal Accounting Fees and Services

Source of Life Holding, Ltd., “D&D”/ Era Regenerative Medicie Ltd.

February 28, 2024, D&D invested $3,000,000 in the Company’s SAFE vehicles.

Pursuant to its SAFE, (i) D&D’s director

designation rights were reaffirmed and expanded to include one additional independent director, (ii) Shufen Deng was named Vice-Chairperson

of the Board and (iii) Randle Lee Edwards was designated as an independent director designee.

D&D’s director designation rights

continue so long as D&D beneficially owns 25% or more of the company’s issued and outstanding common stock and the size of

the Board was limited to 9 members.

September 10, 2024, D&D subscribed for an aggregate of 3,268,795 shares of common stock in the company’s PIPE.

subscription in the PIPE was paid through automatic conversion of its SAFE in the principal amount of $3,000,000 with the balance of

$1,903,192 paid in cash.

October 10, 2024, certain funds affiliated with Whitebox Advisors, LLC (referred to herein as “Whitebox”) sold and assigned

their entire interest in eight secured promissory notes of the company to D&D for a total purchase price of $17,878,248.17.

contained customary affirmative and negative covenants and events of default.

The Notes were secured by substantially all of the company’s

assets, including all intellectual property.

Certain of the notes were not convertible and certain of the notes were convertible, subject

to certain limitations, including a beneficial ownership limitation of 9.9% of the number of shares of common stock outstanding.

November 14, 2024, the company entered into a new secured one-year term loan with a principal amount of $10 million with Whitebox.

The term loan is secured by substantially all of the Company’s assets, including all intellectual property.

The company used part

of the proceeds to pay off and close its then existing revolving line of credit.

In order to facilitate the term loan transaction, D&D

and the company amended the Notes.

D&D released all collateral under the Notes, deferred cash payments thereunder and extended the

maturity dates of all of the Notes to 181 days after the maturity of the revolving credit facility, which was November 14, 2025 (with

the maturity dates of the notes extended to May 14, 2026).

D&D and its agent further waived certain events of default under the Notes

through the maturity date.

Further, as part of the term loan transaction, D&D subordinated its notes to Whitebox.

The company further

pledged collateral and granted security interests in all of its intellectual property Whitebox.

November 19, 2024, the company and D&D entered into an exchange agreement, whereby D&D equitized the Notes, in full, for an aggregate

of 22,478,074 shares of common stock of the company.

January 24, 2025, the Company and D&D entered into an amendment to the Shareholders Agreement dated

May 25, 2023, , updating the agreement to incorporate the following previously agreed terms:

so long as D&D owns 25% or more of Reed’s

issued and outstanding common stock, (1) D&D shall have the right to designate three individuals for appointment to the board of

directors of Reed’s, two of which shall be “independent directors” as defined in the rules of the Nasdaq Stock Market,

(2) D&D shall have the right to designate one board observer and (3) the size of the Reed’s board of directors will not exceed

nine members without consent of both D&D’s independent designated directors.

January 24, 2025, the company and D&D entered into a Board Observer Agreement governing D&D’s right to designate the board

Such board observer right permits the observer’s attendance at board meetings and participation in discussions at such

The agreement further provides for indemnification and advancement of expenses from Reed’s to the same extent provided

by Reed’s to its directors and for reimbursement of reasonable out-of-pocket expenses incurred by the observer in connection with

attending meeting, subject to company policies in effect.

Any individual’s service as the observer is conditioned on such individual’s

execution of an agreement with Reed’s that preserves the confidentiality of Reed’s information and board discussions.

designated Mr.

Yumin Dai to be the board observer.

Shufen Deng was the sole principal of D&D

and as such exercised sole voting and dispositive control over the shares of common stock held by D&D through December 31, 2024.

On December 31, 2024, all outstanding shares of D&D were assigned by Ms.

Deng to Era Regenerative Medicine Ltd, as a holding

company for restructuring purposes without requirement of payment of consideration.

Deng is D&D’s non-independent director

Bello is the former Chairman of the board

and was a significant stockholder of the company.

In March 2023 he funded $300,000 to the company through a Simple Agreements for Future

Equity (“SAFE”) investment.

The SAFE investment converted into 300,000 shares of common stock on September 10, 2024 pursuant

to the company’s PIPE transaction.

Union Square Entities

Union Square Park Capital Management, LLC, Union Square

Park GP and Union Square Park Partners, LP are collectively referred to as the “Union Square Entities”.

be deemed to have voting and dispositive control over shares of common stock of the company held by the Union Square Entities.

served as a board observer as representative of the Union Square Entities from July 7, 2023 through October 31, 2024.

The Union Square

Entities were a significant stockholder of our common stock.

On February 8, 2024, Union Square Park Partners LP funded $798,808 to the

company through the SAFE investment.

The SAFE investment converted into 798,808 shares of common stock on September 10, 2024.

July 26, 2024, Norman E.

Snyder Jr, CEO of the Company, provided a personal guaranty for $500,000 over advance on the company’s

line of credit with Alterna Capital Solutions, LLC.

The over advance was repaid by September 30, 2024.

Yumin Dai is the spouse of Shufen Deng.

On February 4, 2025, he was appointed Chief Executive Officer of the Company’s newly formed wholly owned subsidiary, Reed’s

(Asia) Limited (BVI).

His salary is $300,000 per year.

The Company expects to expand Mr.

Dai’s duties to serve as Chief Executive

Officer and director of a newly formed Japanese subsidiary.

Dai is D&D’s designated board observer.

As of the date of this Annual Report, our board has

five directors;

provided, however Lewis Jaffe submitted his resignation from the board, which will be effective March 31, 2025.

following are the three standing committees of the board:

an Audit Committee, a Compensation Committee and a Governance Committee.

board, upon recommendation from the Compensation Committee, determined each of Lewis Jaffe, Sam Van and Randle Lee Edwards is an “independent

director” as defined by Rule 5605(a)(2) of The NASDAQ Stock Market Rules (the “NASDAQ Rules”).

Independence of board

members is re-evaluated by the board annually.

We intend to maintain at least a majority of independent directors on our board in the

future and fill the vacancy created by Mr.

Jaffe’s resignation promptly with an individual that qualifies as an “independent

Principal Accountant Fees and Services

& Company, P.A.

2 unchanged sentences

31, 2024, and 2023:

Audit-Related Fees

All Other Fees

defined by the SEC, (i) “audit fees” are fees for professional services rendered by our principal accountant for the audit

27 unchanged sentences

recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent

Exhibits and Financial Statements

Exhibits and Financial Statement Schedules

Financial Statements

10 unchanged sentences

thereunto duly authorized.

April 1, 2024

March 28, 2025

Delaware corporation

3 unchanged sentences

Executive Officer,

April 1, 2024

Executive Officer), Director

Joann Tinnelly

Financial Officer

April 1, 2024

Financial Officer)

April 1, 2024

Louis Imbrogno, Jr.

April 1, 2024

Imbrogno, Jr.

Vice Chairman of the Board and Chairman of Asian Operations

April 1, 2024

Joann Tinnelly

Accounting Officer

Accounting Officer)

/s/ Shufen Deng

Chairperson of the Board and Chairperson of Asian Operations

Randle Lee Edwards

April 1, 2024

following is a list of the exhibits filed as part of this Form 10-K.

1 unchanged sentence

website at http://www.sec.gov.

Certificate of Incorporation of Reeds, Inc.

which is incorporated herein by reference to exhibit 3(iv) to Form 10-K filed with SEC on May 15, 2023.

Certificate of Incorporation of Reed’s, Inc.

Amended and Restated Bylaws of Reed’s, Inc.

which is incorporated by reference to Exhibit 3.8 to Form 10-K/A filed with the SEC on April 8, 2020.

Description of Securities.

Form of Warrant issued to Raptor/ Harbor Reed’s SPV LLC on December 11, 2020 which is incorporated by reference to Exhibit 4.1 to Form 10-K filed with the SEC on March 30, 2021.

Form of Warrant issued to Union Square Park Partners, LP which is incorporated by reference to Exhibit 4.1 to Form 8-K filed with the SEC on March 21, 2022.

Form of Warrant 2022 PIPE which is incorporated by reference to Exhibit 4.1 to Form 8-K filed with the SEC on March 14, 2022.

Form of Secured Convertible Promissory Note issued May 9, 2022 which is incorporated by reference to Exhibit 4.1 to Form 8-K filed with the SEC on May 10, 2022.

Form of Warrant issued May 25, 2023 which is incorporated by reference to Exhibit 4.1 to Form 8-K filed with the SEC on May 31, 2023.

Form of Option Note in favor of Wilmington Savings Fund Society, FSB which is incorporated by reference to Exhibit 4.2 to Form 8-K filed with the SEC on May 31, 2023.

Form of Warrant issued to Raptor/ Harbor Reed’s SPV LLC on December 11, 2020 which is incorporated by reference to Exhibit 4.1 to Form 10-K filed with the SEC March 30, 2021.

Form of Warrant issued to Union Square Park Partners, LP which is incorporated by reference to Exhibit 4.1 to Form 8-K filed with the SEC March 21, 2022.

Form of Warrant 2022 PIPE which is incorporated by reference to Exhibit 4.1 to Form 8-K filed with the SEC March 14, 2022.

Form of Secured Convertible Promissory Note issued May 9, 2022 which is incorporated by reference to Exhibit 4.1 to Form 8-K filed with the SEC May 10, 2022.

Form of Warrant issued May 25, 2023 which is incorporated by reference to Exhibit 4.1 to Form 8-K filed with the SEC May 31, 2023.

Form of Option Note in favor of Wilmington Savings Fund Society, FSB dated August 1, 2024, which is incorporated by reference to Exhibit 4.1 to Form 10-Q filed with the SEC August 13, 2024.

Simple Agreement for Future Equity by and between Reed’s, Inc.

and D&D Source of Life Holding Ltd.

dated February 8, 2024.

dated February 8, 2024 which is incorporated by reference to Exhibit 4.7 to Form 10-K as filed with the SEC April 1, 2024.

Simple Agreement for Future Equity by and between Reed’s, Inc.

Bello dated March 7, 2024.

Bello dated March 7, 2024 which is incorporated by reference to Exhibit 4.8 to Form 10-K as filed with the SEC April 1, 2024.

Simple Agreement for Future Equity by and between Reed’s, Inc.

and Union Square Park Partners LP dated February 8, 2024.

and Union Square Park Partners LP dated February 8, 2024 which is incorporated by reference to Exhibit 4.9 to Form 10-K as filed with the SEC April 1, 2024.

Form of Reed’s, Inc.

Indemnification Agreement.

2020 Equity Incentive Plan, as amended December 30, 2021.

2024 Inducement Plan.

Registration Rights Agreement by and between Reed’s, Inc.

and Raptor/ Harbor Reeds SPV LLC, dated December 11, 2020 which is incorporated by reference to Exhibit 10.2 to Form 10-K filed with the SEC on March 30, 2021.

Sublease Agreement by and between Reed’s, Inc., Merritt 7 Venture L.L.C., and GE Capital US Holdings, Inc., dated September 1, 2018 which is incorporated by reference to Exhibit 10.7 to Form 10-Q filed with the SEC on November 14, 2018.

Form of Securities Purchase Agreement by and among Reed’s, Inc, and certain investors dated March 10, 2022 which is incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on March 14, 2022.

Form of Registration Rights Agreement by and among Reed’s, Inc, and certain investors dated March 10, 2022 which is incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on March 14, 2022.

Ledgered ABL Agreement by and between Reed’s, Inc.

and Alterna Capital Solutions, LLC dated March 28, 2022 which is incorporated by reference to Exhibit 10.31 to Form 10-K filed with the SEC on March 15, 2022.

Note Purchase Agreement by and between Reed’s, Inc., Wilmington Savings Fund Society, FSB and purchasers dated May 9, 2022 which is incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on May 10, 2022.

Indemnification Agreement which is incorporated by reference to Exhibit 10.1 to Form 10-K as filed with the SEC April 1, 2024.

2020 Equity Incentive Plan, as amended December 30, 2021 which is incorporated by reference to Exhibit 10.2 to Form 10-K as filed with the SEC April 1, 2024.

2024 Inducement Plan which is incorporated by reference to Exhibit 10.3 to Form 10-K as filed with the SEC April 1, 2024.

Employment Agreement by and between Reed’s, Inc.

and Douglas W.

McCurdy dated January 31, 2025.

Amended and Restated Employment Agreement by and between Reed’s, Inc.

and Norman E.

dated June 24, 2020 which is incorporated by reference to Form 10-K filed with the SEC April 15, 2022.

Lease by and between Merritt 7 Venture LLC and Reed’s Inc.

dated May 10, 2024 which is incorporated by reference to Exhibit 10.2 to Form 10-Q filed with the SEC August 13, 2024.

Registration Rights Agreement by and between Reed’s, Inc.

and purchasers dated May 9, 2022 which is incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on May 10, 2022.

Collateral Sharing Agreement by and among Alterna Capital Solutions LLC, Reed’s, Inc.

and Wilmington Savings Fund Society, FSB dated May 9,2022 which is incorporated by reference to Exhibit 10.3 to Form 8-K filed with the SEC on May 10, 2022.

Limited Waiver and Amendment to 10% Secured Convertible Notes by and between Reed’s, Inc., Wilmington Savings Fund Society, FSB, and holders effective August 11, 2022 which is incorporated by reference to Exhibit 10.3 to Form 10-Q filed with the SEC on November 14, 2022.

Partial Option Exercise and Second Amendment to 10% Convertible Notes with Wilmington Savings Fund Society, FSB dated February 10, 2023 which is incorporated by reference to Exhibit 10.19 to Form 10-K filed with the SEC on May 15, 2023.

Limited Waiver and Deferral Agreement with Wilmington Savings Fund Society, FSB dated February 12, 2023 which is incorporated by reference to Exhibit 10.20 to Form 10-K filed with the SEC on May 15, 2023.

Partial Option Exercise and Third Amendment Agreement to 10% Secured Convertible Notes by and between Reed’s, Inc.

and Wilmington Savings Fund Society, FSB dated May 30, 2023 which is incorporated by reference to Exhibit 10.19 to Form 10-K filed with the SEC on May 15, 2023.

Limited Waiver and Amendment to 10% Secured Convertible Notes by and between Reed’s, Inc., Wilmington Savings Fund Society, FSB, and holders dated April 11, 2023 which is incorporated by reference to Exhibit 10.22 to Form 10-K filed with the SEC on May 15, 2023.

and purchasers dated May 9, 2022 which is incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC May 10, 2022.

Securities Purchase Agreement dated May 25, 2023 by and between Reed’s, Inc.

and D&D Source of Life Holding Ltd.

and certain other investors which is incorporated by reference to Exhibit 10.1.to Form 8-K filed with the SEC on May 31 2023.

and certain other investors which is incorporated by reference to Exhibit 10.1.to Form 8-K filed with the SEC May 31 2023.

Shareholders Agreement dated May 25, 2023 by and between Reed’s, Inc.

and D&D Source of Life Holding Ltd which is incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on May 31, 2023.

Registration Rights Agreement dated May 25, 2023 by and between Reed’s, Inc., and D&D Source of Life Holdings Ltd and certain other investors which is incorporated by reference to Exhibit 10.3 to Form 8-K filed with the SEC on May 31, 2023.

and D&D Source of Life Holding Ltd which is incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC May 31, 2023.

Amendment to Shareholders Agreement dated January 24, 2025 by and between Reed’s, Inc.

and D&D Source of Life Holding Ltd which is incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC January 28, 2025.

Board Observer Agreement dated January 24, 2025 by and between Reed’s, Inc.

and D&D Source of Life Holding Ltd which is incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC January 28, 2025.

Amended Registration Rights Agreement by Reed’s, Inc.

and the holders of 10% secured convertible notes dated May 30, 2023 which is incorporated by reference to Exhibit 10.4 to Form 8-K filed with the SEC on May 31, 2023.

Partial Option Exercise and Third Amendment Agreement to 10% Secured Convertible Notes by and between Reed’s, Inc.

and Wilmington Savings Fund Society, FSB dated May 30, 2023 which is incorporated by reference to Exhibit 10.5 to Form 8-K filed with the SEC on May 31, 2023.

and the holders of 10% secured convertible notes dated May 30, 2023 which is incorporated by reference to Exhibit 10.4 to Form 8-K filed with the SEC May 31, 2023.

Securities Purchase Agreement dated December 30, 2024 by and between Reed’s, Inc.

and certain investors which is incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC January 6, 2025.

Registration Rights Agreement dated December 30, 2024 by and between Reed’s, Inc.

and certain investors which is incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC January 6, 2025.

Senior Secured Loan and Security Agreement among Reed’s, Inc., the lenders party thereto, and Cantor Fitzgerald Securities, as administrative agent and collateral agent, dated November 14, 2024 which is incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC November 19, 2024.

Seventh Amendment to the 10% Secured Convertible Notes and 10% Secured Promissory Notes between Reed’s, Inc., the holders party thereto, and Wilmington Savings Fund Society, FSB, as holder representative and collateral agent, which is incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC November 19, 2024.

Grant of Security Interest in Copyright Rights by Reed’s, Inc.

in favor of Cantor Fitzgerald Securities, as collateral agent, dated November 14, 2024 which is incorporated by reference to Exhibit 10.3 to Form 8-K filed with the SEC November 19, 2024.

Grant of Security Interest in Patent Rights by Reed’s, Inc.

in favor of Cantor Fitzgerald Securities, as collateral agent, dated November 14, 2024 which is incorporated by reference to Exhibit 10.4 to Form 8-K filed with the SEC November 19, 2024.

Grant of Security Interest in Trademark Rights by Reed’s, Inc.

in favor of Cantor Fitzgerald Securities, as collateral agent, dated November 14, 2024 which is incorporated by reference to Exhibit 10.5 to Form 8-K filed with the SEC November 19, 2024.

Subordination Agreement by and among Reed’s, Inc., Wilmington Savings Fund society, FSB, as holder representative and collateral agent, D&D Source of Life Holding Ltd.

and Cantor Fitzgerald Securities, as administrative agent and collateral agent, dated November 14, 2024 which is incorporated by reference to Exhibit 10.6 to Form 8-K filed with the SEC November 19, 2024.

Pledge Agreement by Reed’s, Inc.

in favor of Cantor Fitzgerald Securities, in its capacity as collateral agent, dated November 14, 2024 which is incorporated by reference to Exhibit 10.7 to Form 8-K filed with the SEC November 19, 2024.

Exchange Agreement by and between Reed’s, Inc.

and D&D Source of Life Holding Ltd.

dated November 18, 2024 which is incorporated by reference to Exhibit 10.8 to Form 8-K filed with the SEC November 19, 2024.

Option Exercise and Sixth Amendment to the 10% Secured Convertible Notes by and between Reed’s, Inc.

and each holder and Wilmington Savings Fund Society, FSB, holder representative and collateral agent dated August 1, 2024, which is incorporated by reference to Exhibit 10.1 to Form 10-Q filed with the SEC August 13, 2024.

Securities Purchase Agreement by and between Reed’s, Inc.

and investors dated September 9, 2024, which is incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC September 13, 2024.

Registration Rights Agreement by and between Reed’s, Inc.

and investors dated September 9, 2024, which is incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC September 13, 2024.

Limited Waiver and Deferral Agreement by and between Reed’s, Inc.

and Wilmington Savings Fund Society, FSB dated May 30, 2023 which is incorporated by reference to Exhibit 10.6 to Form 8-K filed with the SEC on May 31, 2023.

Fifth Amendment to the 10% Secured Convertible Notes by and between Reed’s, Inc.

and Wilmington Savings Fund Society, FSB dated May 30, 2023 dated October 5, 2023.

and each holder and Wilmington Savings Fund Society, FSB, holder representative and collateral agent dated May 17, 2024 which is incorporated by reference to Exhibit 10.3 to Form 10-Q filed with the SEC May 20, 2024.

Amendment to Limited Waiver, Deferral, and Amendment and Restatement Agreement by and between Reed’s, Inc.

and each holder and Wilmington Savings Fund Society, FSB, holder representative and collateral agent dated April 1, 2024 which is incorporated by reference to Exhibit 10.1 to Form 8-K/A filed with the SEC on April 3, 2024.

Limited Waiver, Deferral, and Amendment and Restatement Agreement by and between Reed’s, Inc.

and each holder and Wilmington Savings Fund Society, FSB, holder representative and collateral agent dated February 12, 2024 which is incorporated by reference to Exhibit 10.3 to Form 8-K filed with the SEC February 13, 2024.

Code of Ethics

Subsidiaries of Reed’s, Inc.

Code of Ethics, which is incorporated by reference to Form 10-K filed April 1, 2024.

Insider Trading Policy

of Reed’s, Inc.

Consent of Weinberg & Co., PA.

1 unchanged sentence

(included on signature page)

Certification of our Chief Executive Officer and our Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification

of our Chief Executive Officer and our Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Clawback Policy for Covered Executives.

Certification

of our Chief Executive Officer and our Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Clawback Policy for Covered Executives which is incorporated by reference to Exhibit 97 to Form 10-K filed with the SEC on April 1, 2024.

following materials from Reed’s, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 formatted

5 unchanged sentences

XBRL and contained in Exhibit 101.

portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulations S-K.

The Company will furnish supplementally

an unredacted copy of such exhibit to the Securities and Exchange Commission or its staff upon request.

Management contracts and compensatory plans or arrangements required to be filed as exhibits pursuant to Item 15(a)(3) of this report.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures